User Agreement

THIS USER AGREEMENT describes the terms according to which,
and conditions subject to which, EasyContent, will grant to you the right to
use “EasyContent™”, its web based application for content management.
Capitalized terms used in this User Agreement are defined in Section 6.

By clicking '[Create my account]', you acknowledge that you
intend to enter into this Agreement, which is a legally binding and enforceable
contract.

In consideration of these premises, and the representations,
warranties and covenants set forth in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which you acknowledge,
by clicking '[Create my account]' you agree with EasyContent as to that set
forth below.

1. License Terms

1. EasyContent hereby grants to you a limited, nonexclusive
and nontransferable right and license for you to use the Software Product in
accordance with this Agreement.

2. You may not (a) authorize or license any other party to
use the Software Product or any part thereof (whether directly or indirectly),
(b) modify or customize the Software Product or any part thereof, (c) create
any derivative works in, or based on, the Software Product or any part thereof,
(d) print, copy or reproduce the Software Product or any part thereof, (e)
distribute, license, sublicense, promote, distribute, market, sell, lease,
assign, convey, transfer or transmit the Software Product or any part thereof
(whether physically or electronically) or (f) decompile, disassemble, decode or
otherwise reverse engineer the Software Product or any part thereof.

3. All right, title and interest in and to each of the
following is, shall be and at all times shall remain the exclusive property of EasyContent
and any third-parties whose software programs may have been, or may be,
incorporated into the Software Product: (a) the Software Product, the Object
Code and the Source Code, (b) any software, software modifications, derivative
works, processes, configurations, system referenced data, procedures and other
intellectual property rights relating to data processing and information
technology developed or held by either Party from its use of the Software
Product or in the performance of its obligations according to this Agreement
and (c) all copyright, trademark, patent, trade secret and intellectual
property rights in the Software Product. EasyContent, on behalf of itself and
any third-parties with software that may have been, or may be, incorporated
into the Software Product, reserves all of its, and all of such third-parties’,
rights in the same.

2. Representations & Warranties

1. EasyContent hereby represents and warrants to you that
(a) it has the full right, power and authority to enter into, and fully perform
its obligations according to, this Agreement and (b) EasyContent has the full
right, power and authority to grant to you the rights and licenses described
herein.

2. You hereby represent and warrant to EasyContent that you
have the full right, power, authority and capacity to enter into, and fully
perform your obligations according to, this Agreement.

3. Indemnification; Limitations on Liability; Remedies

1. You shall indemnify, defend and hold harmless EasyContent,
and its members, managers, officers, employees, agents and affiliates from and
against any liabilities, costs, fees and/or damages that arise out of any claim
for damages resulting from (a) any material inaccuracy or breach of the
representations and warranties made by you in Section 2.2, (b) any material
breach of a covenant made by you in this Agreement and/or (c) any material
failure to perform, or any material failure to comply with, your obligations
according to this Agreement.

2. THE SOFTWARE PRODUCT IS PROVIDED BY EASYCONTENT ON AN
“AS-IS” BASIS. ALL OTHER WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR
IMPLIED OR CONTRACTUAL OR STATUTORY, ARE EXPRESSLY DISCLAIMED. WITHOUT
LIMITATION, EASYCONTENT NEITHER REPRESENTS AND WARRANTS, NOR COVENANTS, THAT
(a) THE OPERATION AND/OR USE OF THE SOFTWARE PRODUCT WILL BE UNINTERRUPTED OR
ERROR-FREE, (b) THE SOFTWARE PRODUCT WILL PERFORM IN EVERY OPERATING
ENVIRONMENT, (c) ALL DEFICIENCIES OR ERRORS IN THE SOFTWARE PRODUCT ARE CAPABLE
OF CORRECTION OR (d) THE SOFTWARE PRODUCT MEETS THE REQUIREMENTS OF ANY PARTY
WHATSOEVER. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE ARE SPECIFICALLY DISCLAIMED.

3. YOU ACKNOWLEDGE THAT, WITHOUT LIMITATION OF THAT
OTHERWISE SET FORTH HEREIN, EASYCONTENT IS IN NO WAY RESPONSIBLE (a) FOR THE
OUTCOME RESULTING FROM ANY SUBMISSION YOU MAKE, OR BID YOU SUBMIT, USING THE
SOFTWARE PRODUCT, (b) FOR DETERMINATIONS MADE BY ANY PARTY REQUESTING A
PROPOSAL, THE SUBMISSION OF A BID OR OTHERWISE USING THE SOFTWARE PRODUCT,
INCLUDING ANY SUCH PARTY’S DECISION TO LIMIT, EXPAND, SUSPEND, TERMINATE OR
OTHERWISE CHANGE ITS USE OF THE SOFTWARE PRODUCT, WHETHER ANY OF THE SAME IS
MADE BEFORE, DURING OR AFTER ANY SUBMISSION IS MADE, (c) FOR DETERMINATIONS
MADE BY ANY PARTY REQUESTING A PROPOSAL, THE SUBMISSION OF A BID OR OTHERWISE
OR ANY SUCH PARTY’S DECISION NOT TO, OR FAILURE TO MAKE, A DETERMINATION,
WHETHER USING THE SOFTWARE PRODUCT OR OTHERWISE, (D) FOR THE TRANSMISSION,
PRIOR TO RECEIPT BY EASYCONTENT, OF ALL INFORMATION YOU PROVIDE, OR OTHERWISE
INPUT, USING THE SOFTWARE PRODUCT AND (e) IF YOU ARE UNABLE TO ACCESS THE
SOFTWARE PRODUCT AS A RESULT OF TECHNICAL OR OTHER DIFFICULTIES RESULTING FROM
YOUR HARDWARE OR INTERNET CONNECTION.

4. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,
THE AGGREGATE DAMAGES THAT MAY BE RECOVERED BY YOU MAY NOT EXCEED AN AMOUNT EQUAL
TO THE FEES PAID TO EASYCONTENT BY YOU IN THE CALENDAR YEAR IN WHICH A CLAIM IS
BROUGHT.

5. NEITHER PARTY MAY BE HELD LIABLE TO THE OTHER, OR TO ANY
OTHER PARTY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR
PUNITIVE DAMAGES (INCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS) ARISING
FROM ANY CLAIM RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, WHETHER BASED
ON WARRANTY, CONTRACT OR TORT (WHETHER UNDER A THEORY OF NEGLIGENCE, STRICT
LIABILITY OR OTHERWISE), EVEN IF AN AUTHORIZED REPRESENTATIVE OF SUCH PARTY IS
ADVISED OF THE LIKELIHOOD OR POSSIBILITY THEREOF.

6. EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS RELIED
UPON THE LIMITATIONS ON LIABILITY SET FORTH IN THIS SECTION 3 AND, BUT FOR
THEIR INCLUSION HEREIN, WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.

7. You further acknowledge (a) that EasyContent will suffer
irreparable harm, and that the amount of monetary damages would be extremely
difficult or impossible to calculate, if you breach your obligations according
to this Agreement and (b) that if you breach your obligations according to this
Agreement, EasyContent may seek, and you covenant not to dispute any attempt by
EasyContent to seek, injunctive relief without proving actual damages and (c)
that remedies sought by EasyContent in accordance with this Section 3.7 shall
be in addition to, and without limitation of, any other rights to which EasyContent
may be entitled according to this Agreement or Law.

4. Your Obligations

1. You shall (a) use the Software Product in accordance with
this Agreement and all applicable Laws, (b) promptly report to EasyContent any
flaws, errors, bugs, defects or other problems in or with the Software Product
that you identify, (c) obtain the explicit consent of any party whose
personally identifiable information you are inputting into the Software Product
or, if such party is an individual who is under the age of 13, the explicit
consent of such person’s parent or legal guardian, (d) comply with the
applicable provisions of the Privacy Policy, (e) prior to inputting, or
otherwise delivering to EasyContent, any content, data, material or other
information whatsoever, obtain the consent of any party from which consent may
be required to so input or otherwise deliver to EasyContent any of the same and
(f) otherwise comply with the provisions of this Agreement.

2. You may not (a) use the Software Product to send
unauthorized, untargeted or unwanted messages, communications, advertisements
or other promotional materials, (b) use automated software, scripts or other
methods of accessing or using the Software Product without EasyContent’s
consent, (c) scrape from, or otherwise use, the Software Product any content,
data, material submitted or other information whatsoever or (d) impersonate
another party, misrepresent your identity or affiliation with another party or
otherwise inaccurately or incorrectly describe yourself.

3. You grant to EasyContent a nonexclusive, worldwide and
royalty-free right and license to display your logos, product and service
names, and/or trademarks ("Marks") for the sole purpose of displaying
the Marks on EasyContent’s website or promotional materials.

5. Term & Termination

1. EasyContent may terminate this Agreement for any reason
or no reason, at any time, with or without notice.

2. Immediately upon the termination of this Agreement, you
will have no further right, title or interest in the Software Product or any
part thereof, including any license in either of the same.

3. The provisions of Sections 1.2, 1.3, 3 and 4, the
provisions of this Section 5 and, as and where applicable, the provisions of
Sections 6 and 7 shall survive any termination of this Agreement.

6. Defined Terms

1. “Agreement” means this User Agreement entered into by and
between you and EasyContent.

2. “Law” means any statute, law, ordinance, regulation,
rule, code, order, constitution, treaty, common law, judgment, decree, other
requirement or rule of law of any federal, state or local government or any
agency or instrumentality thereof and any arbitrator, court or tribunal of
competent jurisdiction.

3. “Object Code” means the machine-readable computer
software code relating to the Software Product, including any Update or
Upgrade, which code is substantially in binary form that is directly executable
by a computer after processing without compilation or assembly.

4. “Party” means either EasyContent or you.

5. “Privacy Policy” means the EasyContent Privacy Policy, as
it may from time-to-time be amended by EasyContent in its sole discretion.

6. “EasyContent” means EasyContent.io.

7. “Software Product” means “EasyContent™”, the web based
application for content management made available to you by EasyContent,
including any third-party software embedded therein, any Updates and any
Upgrades.

8. “Source Code” means (a) the computer software code
comprising the statements, instructions and data relating to the Software
Product displayed in a form readable and understandable by a programmer of
ordinary skill, (b) technical documentation and specifications relating to the
Software Product, including a description of the tools used to develop and
maintain the Software Product, the compiler or assembler and compilation and
execution procedures and (c) the computer software code, technical
documentations and specifications relating to any Updates or Upgrades.

9. “Update” means any update, feature release (e.g., 2.0 to
2.1), patch release (e.g., 2.0.1 to 2.0.2), maintenance release, bug fix or
modified form of the Software Product that performs comparable or improved
functionality and which is not an Upgrade.

10. “Upgrade” means any new version or major release (e.g.,
2.0 to 3.0) of the Software Product, including any changes to the Software
Product that (a) substantially increase the speed, efficiency or ease of use of
the Software Product or (b) add additional capabilities to, or otherwise
improve the functions of, the Software Product.

7. General Provisions

1. Any notice required, or permitted, to be delivered by EasyContent
hereunder shall be deemed delivered to you when delivered to the email address
you provided to EasyContent.

2. This Agreement, when taken together with the Privacy
Policy, constitutes the entire agreement between the Parties as to the subject
matter hereof and supersedes all prior documents, negotiations and drafts of
such Parties with respect to such subject matter, whether written or verbal. No
provision of this Agreement may be construed against either Party by reason of
the drafting or preparation thereof.

3. EasyContent may change this Agreement from time to time
and any such change shall be effective upon your clicking '[Accept terms of
service]' when requested to do so after any such change is made.

4. Any provision of this Agreement may be waived, terminated
or discharged with EasyContent’s consent at any time and in its sole
discretion. The failure of EasyContent to insist upon the performance of any of
the terms or conditions contained in this Agreement and/or to exercise any
right hereunder, may not be construed as a waiver or relinquishment of the
future performance of any such term or condition or the future exercise of such
rights.

5. If any provision of this Agreement is held to be
unenforceable, the Parties shall renegotiate each such provision in good faith
in order to maintain the economic position enjoyed by each Party prior to such
holding with respect to each such provision rendered unenforceable. If the
Parties cannot agree upon an enforceable replacement for such provision, then
(a) such provision shall be excluded from this Agreement, (b) the balance of
this Agreement shall be interpreted as if such provision were so excluded and
(c) thereafter, this Agreement shall be enforceable in accordance with its
terms.

6. You may not assign this Agreement, in whole or in part,
by operation of Law or otherwise, without EasyContent’s prior written consent.
Any attempt to do so shall be deemed null and void and of no legal force or
effect. This Agreement shall be binding upon and shall inure to the benefit of
the Parties’ successors and permitted assigns.

7. Neither Party may be held liable for its failure to
perform hereunder, or for any loss or damage, due to causes beyond its
reasonable control, including governmental requirements, inability to obtain
required export licenses, work stoppages, fire, civil disobedience, embargo,
war, terrorism, riots, rebellions, earthquakes, strikes, floods, water and the
elements, inability to secure equipment, raw materials or transport or similar
occurrences.

8. Unless the context clearly requires otherwise, (a) the
singular shall be deemed to include the plural and vice versa, (b) reference to
any agreement, document or instrument shall be deemed to refer to such
agreement, document or instrument as may be amended or modified and in effect
from time to time, (c) “hereunder”, “hereof”, “hereto” and words similar
thereto shall be deemed references to this Agreement as a whole and not to any
particular provision hereof, (d) the words “include” and “including” shall be
deemed to mean “without limitation” and shall be interpreted not to limit the
generality of any description preceding such term, (e) with respect to the
determination of any period of time, “from” means “from and including” and “to”
means “to but excluding” and (f) any reference to a “Section” in this Agreement
shall be construed as a reference to a section of this Agreement.

9. Neither this Agreement nor any provision contained herein
may be construed as creating or constituting a partnership, joint venture or
agency relationship between the Parties. The relationship created hereby is
strictly that of licensor and licensee. For the avoidance of doubt, neither
Party has the power or authority to, and no Party may, assume or create any
obligation or responsibility on behalf of the other.

10. This Agreement shall be deemed fully and finally
executed as soon as you click '[Create my account]' and any copy hereof,
together with evidence of your having done so, shall be deemed an original and
all of which together shall constitute a single instrument.